Acorn Income Fund Limited
Half-yearly Condensed Financial Report
(unaudited)
For the six months ended 30 June 2015
The Company has today, in accordance with DTR 6.3.5, released
its Half-yearly Condensed Financial Report (unaudited) for the six
months ended 30 June 2015. The Report
will shortly be available via the Investment Manager’s website
https://www.premierfunds.co.uk/media/712498/acorn-income-fund-interim-report-2015.pdf
and will also be available for inspection online at
www.morningstar.co.uk/uk/NSM website.
Investment Objectives and Policy
Investment Policy
The investment objective and policy of Acorn Income Fund Limited
(the “Company”) is to provide Shareholders with high income and
also the opportunity for capital growth.
The Company’s investments are held in two portfolios. The
Company’s assets comprise investments in equities and fixed
interest securities in order to achieve its investment objective.
Approximately 70% to 80% of the Company’s assets are invested in
smaller capitalised United Kingdom
companies, admitted to the Official List of the Financial Conduct
Authority (the “FCA”) and traded on the London Stock Exchange (the
“LSE”) or traded on the Alternative Investment Market (“AIM”) at
the time of investment. The Company also aims to enhance income for
Ordinary Shareholders by investing approximately 20% to 30% of the
Company’s assets in high yielding instruments which are
predominantly fixed interest securities but may include up to 15%
of the Company’s overall portfolio (measured at the time of
acquisition) in high yielding investment company shares.
The proportion of the overall portfolio held in the Smaller
Companies Portfolio and the Income Portfolio varies from day to day
as the market prices of investments move. The Directors retain
discretion to transfer funds from one portfolio to the other and
generally expect between 70% to 80% of the investments to be held
in the Smaller Companies’ Portfolio.
While the Company’s investment policy is to spread risk by
maintaining diversified portfolios, there are no restrictions on
the proportions of either of the portfolios which may be invested
in any one geographical area, asset class or industry sector.
However, not more than 7.5% of the Company’s gross assets may be
invested in securities issued by any one company as at the time of
investment, save that (i) in respect of the Income Portfolio only,
investments may be made in other investment funds subject only to
the restriction set out in paragraph (c) of the section headed
‘‘Investment Restrictions’’ below; and (ii) in respect of the
Smaller Companies Portfolio only, provided that not more than 10%
of the Company’s gross assets are invested in securities issued by
any one company at any time, the 7.5% limit may be exceeded on a
short term basis, with Board approval, where a company whose
securities form part of the Smaller Companies Portfolio issues new
securities (for example by way of a rights issue).
The Company’s capital structure is such that the underlying
value of assets attributable to the Ordinary Shares is geared
relative to the rising capital entitlements of the ZDP Shares. The
Company’s gearing policy is not to employ any further gearing
through long-term bank borrowing. Save with the prior sanction of
ZDP Shareholders, the Company will incur no indebtedness other than
short term borrowings in the normal course of business such as to
settle share trades or borrowings to finance the redemption of the
ZDP Shares.
Investment Restrictions
For so long as required by the Listing Rules in relation to
closed-ended investment companies, the Company has adopted the
following investment and other restrictions:
- the Company will at all times invest and manage its assets in a
way which is consistent with its object of spreading investment
risk and in accordance with its published investment policy;
- the Company will not conduct any significant trading activity;
and
- not more than 10% in aggregate of the value of the total assets
of the Company at the time the investment is made will be invested
in other listed closed-ended investment funds. The Listing Rules
provide an exception to this restriction to the extent that those
investment funds have stated investment policies to invest no more
than 15% of their total assets in other listed closed-ended
investment companies.
Derivatives
The Company may invest in derivatives, money market instruments and
currency instruments including contracts for difference, futures,
forwards and options. These investments may be used for hedging
positions against movements in, for example; equity markets,
currencies and interest rates. In addition, these instruments will
only be used for efficient portfolio management purposes. The
Company will not use such instruments to engage in trading
transactions. The Company will not maintain derivative positions
should the total underlying exposure of these positions exceed one
times adjusted total capital reserves.
Performance Summary
for the six months ended 30 June
2015
|
30/06/2015 |
31/12/2014 |
%
change |
Total Return
Performance* |
|
|
|
Total Return on
Gross Assets* ## |
- |
- |
11.92% |
Numis Small Company
(ex Investment Companies) Index |
17,352.59 |
15,524.80 |
11.77% |
FTSE All Share
Index |
5,613.54 |
5,449.09 |
3.02% |
FTSE Small Cap (ex
Investment Companies) Index |
5,984.26 |
5,349.78 |
11.86% |
Share Price and
NAV Returns |
|
|
|
Ordinary
Shares |
|
|
|
Share Price |
350.00p |
305.75p |
14.47% |
NAV** |
384.33p |
336.59p |
14.18% |
IFRS
NAV# |
382.83p |
334.52p |
14.44% |
Total return on Net
Assets* |
- |
- |
16.28% |
Ordinary Share
Price Total Return |
- |
- |
16.80% |
Discount (-)
Premium (+) to NAV on Ordinary Shares |
-8.93% |
-9.16% |
- |
ZDP
Shares |
|
|
|
Share Price |
131.88p |
129.25p |
2.03% |
NAV** |
124.87p |
121.01p |
3.19% |
IFRS NAV |
125.25p |
121.60p |
3.00% |
Discount (-)
Premium (+) to NAV on ZDP Shares |
+5.61% |
+6.81% |
- |
Cover on ZDP
Shares |
2.80:1 |
2.66:1 |
- |
Package discount
(-) Premium (+) to |
|
|
|
NAV Combined
Ordinary and ZDP Shares |
-5.52% |
-3.96% |
- |
|
|
|
|
|
|
|
|
6
months to 30/6/2015 |
6
months to 30/6/2014 |
%
change |
Dividends and
Earnings |
|
|
|
Revenue return per
ordinary share |
8.14p |
7.59p |
7.25% |
Dividends declared
per ordinary share |
6.75p |
6.25p |
8.00% |
* assumes dividends reinvested
**NAV calculated in accordance with the Articles
# NAV calculated in accordance with International
Financial Reporting Standards
## adjusted for the issue and buyback of new Ordinary and ZDP
Shares
Company Summary
Capital Structure
Bank Loan |
As at 30 June 2015,
the Company had no bank loans outstanding. |
Zero Dividend
Preference Shares (1p each) |
20,763,386
(excluding treasury shares). |
|
The ZDP Shares
will have a final capital entitlement of 138 pence per ZDP Share on
31 January 2017 subject to there being sufficient capital in the
Company. The ZDP Shares are not entitled to any dividends. ZDP
shareholders rank ahead of the ordinary shareholders in regards to
rights as to capital. The ZDP shareholders have the right to
receive notice of all general meetings of the Company, but do not
have the right to attend or vote unless the business of the meeting
involves an alteration of the rights attached to the ZDP Shares, in
which case the holders of ZDP Shares can attend and vote. |
Ordinary Shares (1p
each) |
15,468,332
(excluding treasury shares). |
|
The Ordinary
Shares, excluding treasury shares, are entitled to participate in
all dividends and distributions of the Company. On a winding-up
holders of Ordinary Shares are entitled to participate in the
distribution and the holders of Ordinary Shares are entitled to
receive notice of and attend and vote at all general meetings of
the Company. |
Treasury
Shares |
As at 30 June 2015
there were 1,718,333 Ordinary and 2,306,546 ZDP Shares held in
treasury. |
Shareholder
Funds |
£59.22 million as
at 30 June 2015. |
(calculated in
accordance with IFRS) |
|
Market
Capitalisation of the Ordinary Shares |
£54.14 million as
at 30 June 2015. |
The Board |
The Board consists
of three independent non executive directors, Helen Green
(Chairman), Nigel Ward and David Warr (the“Directors”). |
Investment
Manager |
Premier Asset
Management (Guernsey) Limited (“PAMG Ltd”), is a subsidiary of
Premier Asset Management Limited (“PAM Ltd”). PAM Ltd had
approximately £3.93 billion of funds under management as at 30 June
2015. PAMG Ltd is licensed under the provisions of the Protection
of Investors (Bailiwick of Guernsey) Law, 1987, as amended, by the
Guernsey Financial Services Commission to carry on controlled
investment business. |
Investment
Advisers |
Premier Fund
Managers Limited (“PFM Ltd”) – the Company’s Income Portfolio is
managed by Paul Smith and Nigel Sidebottom. |
|
Unicorn Asset
Management Limited (“Unicorn Ltd”) – the Company’s Smaller
Companies Portfolio is managed by Simon Moon and Fraser
Mackersie. |
Secretary |
Northern Trust
International Fund Administration Services (Guernsey) Limited
provide the Company’s secretarial and administrative services. |
Management Fee |
0.7% per annum
(Total Assets) charged 75% to capital and 25% to revenue, plus
performance fee. Minimum annual management fee |
|
£100,000.00 |
Financial Calendar
Company’s year
end |
31 December |
Annual results
announced |
April |
Annual General
Meeting |
25 August 2015 |
Company’s half year
end |
30 June |
Half year results
announced |
August |
Dividend
payments |
At the end of
March, June, September and December |
Chairman’s Statement and Interim
Management Report
30 June 2015
Dear Shareholder,
The final nine months of 2014 had not favoured Acorn as UK small
cap stocks consistently underperformed larger companies. Poor
sentiment towards the small cap sector was reflected in twelve
successive months of net outflow from UK small cap open-ended funds
(from April 2014).
2015 has seen a sharp and welcome reversal in this trend which
commenced at the end of the first quarter. Over the first six
months of the year small caps outperformed the broader market by a
considerable margin. In the 6 months to 30 June 2015 the FTSE 100 Index (total return)
returned just 1.36%. The broader FTSE All Share Index (total
return) generated 3.02% whilst the FTSE Small Cap (ex Investment
Companies) total return Index returned 11.86% and the Numis
Small cap (ex Investment Companies ) total return Index
11.77%.
Investment Commentary
Acorn performed fractionally ahead of the small cap sector
indices* despite the potential drag of the income
portfolio against a strongly rising market. Total return on gross
assets over the six months to 30 June
2015 was 11.92% reflecting excellent relative performance
from the Smaller Companies Portfolio. The leverage on the
ordinary shares arising from the zero dividend preference share
capital served to further enhance returns for ordinary
shareholders. NAV total return was 16.28%. A slight narrowing in
discount to net asset value generated a share price total return
for ordinary shareholders of 16.80%. The income portfolio returned
approximately 2% and outperformed the Merrill Lynch Sterling Non
Gilts Index which declined 0.76% over the half year. It is to
be expected that against a background of such strong equity
performance the income portfolio will lag returns from the Smaller
Companies Portfolio. The income portfolio fulfilled its function of
reducing volatility and providing a defensive buffer for
Acorn.
During the half year the allocation to the Smaller Companies
Portfolio was increased from 75% to 77.5%.
This change in asset allocation reflected our investment
advisers’ cautious approach to bond markets given the expectation
that interest rates would eventually be increased and also their
belief that the small cap stocks within Acorn’s portfolio
represented good value relative to the broader market and had sound
prospects for providing a rising dividend income stream.
Our advisers were more sanguine about the outlook for larger
companies which they considered were fully valued and vulnerable to
a correction and with this in mind we put in place a strategy to
provide some protection against a fall in the broader UK equity
market. Protection was taken through a put spread on the FTSE
100 Index. This enabled Acorn to remain fully exposed to the
Smaller Companies Portfolio whilst neutralising some of the gearing
that would be damaging to net asset value performance in the event
of a setback. Acorn bought a put option on the FTSE 100 Index
at an Index level of 7000 (the level at which the Index was trading
at that time) and sold a put option at an Index level of 6000.
Selling the put reduced the cost of the overall transaction but
also limits the return the strategy will generate in a falling
market. The options were taken against £7m notional of FTSE 100
exposure at a net cost of £385,000. At the half year end the FTSE
100 Index was trading at around 6600 and the put spread was in
profit. The impact on NAV returns has been relatively modest
but the strategy has served to reduce risk for Acorn investors.
The Zero Dividend Preference (ZDP) shares appreciated in value
by 2.03% over the period and final capital cover on the shares
improved.
*FTSE Small cap ex investment companies total return Index and
the Numis Smaller Companies ex investment companies total return
Index
Share issuance and buy backs
In the early part of the year while sentiment towards small cap
stocks was still weak Acorn was trading at a discount to asset
value and experienced some selling pressure. During January and
February the Company bought back 150,000 ordinary shares and
201,348 ZDPs at a package discount (the discount taking the
ordinary shares and the ZDP shares together). The ordinary
shares were bought at prices ranging from 283p to 306p per share.
These buy backs served to help stabilise the ordinary share price
and were enhancing to net asset value for ordinary
shareholders.
As the half year progressed demand for Acorn shares picked up
and the ordinary share discount narrowed. The package
discount at 30 June was slightly wider than at the start of the
year due a reduction in the premium to asset value at which the ZDP
shares traded.
Post the period end the Company was able to raise £713,000
through a tap issue of Ordinary Shares and ZDP Shares at a premium
to asset value.
Dividends
A first interim dividend of 3.25p was paid on 27 March 2015. The second interim, paid on
26 June 2015, was increased by 7.7%
to 3.50p per ordinary share. Revenue earnings per share for the
half year were 8.14p (7.59p in 2014).
The Alternative Investment Fund Managers Directive
(AIFMD)
In January 2015 the Company notified
the Financial Conduct Authority that it was revoking the Article 42
notification that enabled it to market its shares in the UK under
the National Private Placement Regime. As the Company’s shares were
trading at a discount to asset value at that time and it was
unlikely that the Company would issue new shares in the immediate
future revoking the Article 42 notification saved the additional
costs of complying with the reporting obligations of the regime. In
early August 2015 Acorn was trading
at asset value and we were in a position to issue shares again in
response to market demand. We therefore re-submitted an Article 42
notification to the Financial Conduct Authority.
Outlook
We remain positive with regard to the outlook for UK smaller
companies but cautious with regard to the FTSE 100 index. A
strategy of maintaining our exposure to UK small caps whilst taking
a modest short position on the FTSE 100 index was a correct call
and contributed to the Ordinary Share NAV rising to an all
time high. Our income portfolio investment adviser remains
cautious regarding the outlook for fixed interest securities and
will continue to use derivatives to shorten duration whilst placing
a greater focus on absolute return investments.
Helen Green
Chairman
25 August 2015
Responsibility Statement
for the period from 1 January 2015 to
30 June 2015
We confirm that to the best of our knowledge:
- the condensed set of financial statements has been prepared in
accordance with International Accounting Standard 34 Interim
Financial Reporting;
- the interim management report includes a fair review of the
information required by:
- DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
- DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
Signed on behalf of the Board by.
Helen
Green
Chairman
25 August 2015
Investment Advisers’ Reports
The Smaller Companies Portfolio
During the six months to 30th June 2015 the
Smaller Companies portfolio returned 14.5% outperforming the
benchmark index, the NSCI (ex IC), which returned 11.8%.
The Smaller Companies Portfolio initiated positions in five new
holdings and exited seven existing holdings in full during the
period under review. In contrast to prior periods the initial
public offerings (IPO) market was subdued and no new investments
were made through IPOs.
It is pleasing to report that after a subdued period of
performance during 2014, smaller companies have performed well in
the first six months of the year and valuations are now beginning
to catch up with larger quoted peers. The prospects for the type of
companies in which we tend to invest, those offering a combination
of both dividend income and earnings growth, remain highly
compelling.
The new positions initiated during the period have collectively
made a positive impact on performance. These new investments were:
FDM Group, an international provider of trained IT personnel;
Palace Capital, a real estate investment company focussed on UK
assets outside of London; Sprue
Aegis, a developer of smoke and carbon monoxide alarms; Jarvis
Securities, a retail stockbroking service provider and Braemar
Shipping Services, a provider of ship broking, technical and
logistical services to the marine and energy industries.
Positions in Lookers, Electrocomponents, Premier Farnell,
Interserve, Berendsen, Air Partner, and John Menzies were exited in full. These
changes to the portfolio have also had the desired effect of
lowering the average market capitalisation of the equity portfolio
to just over £300m.
The strongest contributors to performance during the period came
from Acal, the specialist electrical components distributor, which
ended the period 29% higher; Epwin, the manufacturer of PVC
products for the construction industry, which was up 35%; and
Alumasc, the supplier and manufacturer of aluminium building
products, which saw a rise of 37%. It was especially pleasing to
see the portfolio as a whole performing well, with 20 holdings
posting double digit returns.
The largest and only meaningful negative contribution to
performance came from Telecom Plus, which fell by 11% during the
period. The group was affected by lower energy usage during a
period of warmer weather, lower energy prices reducing the rate of
customer acquisition, and theft and leakage from the gas
distribution network running at a level higher than previously
anticipated. Following a sharp fall in the share price in
April this position was increased significantly at a share price
well below current levels. In our view the long term prospects for
Telecom Plus remain compelling and whilst the current period of
share price performance was disappointing we believe the issues
outlined above are largely short term in nature. From an income
perspective it was reassuring to see the company deliver 14% growth
in the dividend for the year ended 31 March
2015 and maintain guidance of 15% dividend growth for the
following year.
The Smaller Companies Portfolio has continued to selectively
increase exposure to the domestic recovery whilst retaining a
meaningful weighting towards high quality international earners.
The closed-ended structure and size of the Company allows the
Portfolio to invest in genuine smaller companies which we feel are
better positioned to provide both dividend income and earnings
growth. This has been an area of specific focus over the
period.
Simon Moon and Fraser Mackersie
Unicorn Asset Management Limited
Income Portfolio
The remarkable bond market strength of 2014 initially continued
as European governments cut rates and fears of deflation crossing
the channel crept into the market’s psyche, compounded by energy
and food price deflation. The ten year benchmark gilt yield
declined to a record low of less than 1.4% and the iTraxx Europe
Index fell to less than 50 during the first quarter of 2015; strong
returns were experienced across corporate bond markets. However,
the second quarter unveiled a different picture with the ten year
gilt yield rising sharply to over 2% and as we anticipated credit
markets were also unable to maintain the tight spreads and
liquidity concerns exacerbated. During these difficult times for
bond investors it is pleasing to report that the portfolio
delivered an attractive return of c.2% with lower risk than the
increasingly choppy bond markets where losses proved
unavoidable.
Activity in the portfolio continues and we are still able to
position the portfolio as desired notwithstanding broader market
liquidity concerns. Early additions included Tesco Property Finance
as mixed opinions among the rating agencies created forced sellers
despite the added security provided by the underlying property
portfolio. Further purchases of real-estate convertibles were made
before share prices rallied sharply to asset values and
subsequently profits were taken on a number of the positions. We
added a holding in AB InBev, the world’s largest brewer continuing
to like the strong brands, industry-leading margins and strong cash
generation, and extended our positon in Bakkavor benefiting from
improved operating performance and refinancing. We took part in
very few new issues although we added the senior debt from
specialist bank, Investec, which was subsequently upgraded by
Moody’s to investment grade.
There were periodic rebalances between the Small Companies
Portfolio and the Income Portfolio during the six months in order
to maintain the desired portfolio split and to make the most
efficient use of cash balances. In addition, there was a change in
the allocation during May when the Income Portfolio was reduced to
a 22.5% weighting at the same time the Company put in place a
strategy to provide some protection against a fall in the broader
UK equity market. The sales made to finance purchases and
rebalances included real-estate convertibles, Volta Finance, Tritax
Big Box, a reduction in the long-dated University of Cambridge, and towards the end of the
period a reduction in bank risk, specifically AT1 risk.
We are pessimistic on the outlook for bond markets overall and
believe it is necessary to take various protective measures and
maintain liquidity in order to continue to deliver positive
returns. It is for this reason that the Income Portfolio is
currently a smaller weighting in the overall Company. However, a
small, nimble bond portfolio is likely to be able to produce good
outcomes for investors, with a greater dispersion of bonds to
choose from, an ability to manage duration more actively and a
greater focus on absolute returns.
Paul Smith
Premier Fund Managers Limited
Schedule of Principal Investments
as at 30 June 2015
Position |
Company |
Market
Value
£’000 |
Percentage
of Portfolio |
Percentage of
Total Assets |
Smaller Companies Portfolio |
1 |
Acal plc |
3,045,350 |
4.74 |
3.56% |
2 |
Macfarlane
Group plc |
2,520,000 |
3.92 |
2.95% |
3 |
Primary
Health Properties plc |
2,429,678 |
3.78 |
2.84% |
4 |
Hill &
Smith Holdings plc |
2,418,083 |
3.76 |
2.83% |
5 |
Secure Trust
Bank plc |
2,388,219 |
3.72 |
2.79% |
6 |
Clipper
Logistics Group plc |
2,089,978 |
3.25 |
2.45% |
7 |
Epwin Group
plc |
2,064,000 |
3.21 |
2.41% |
8 |
Alumasc Group
plc |
2,053,415 |
3.20 |
2.40% |
9 |
Safestyle UK
plc |
2,030,000 |
3.16 |
2.38% |
10 |
James
Halstead plc |
2,005,000 |
3.12 |
2.35% |
11 |
UK Mail Group
plc |
2,002,000 |
3.12 |
2.34% |
12 |
Somero
Enterprises |
1,982,875 |
3.09 |
2.32% |
13 |
Tyman
plc |
1,921,500 |
2.99 |
2.25% |
14 |
British
Polythene Industries plc |
1,899,813 |
2.96 |
2.22% |
15 |
Castings
plc |
1,886,270 |
2.94 |
2.21% |
16 |
Harvey Nash
Group plc |
1,846,200 |
2.87 |
2.16% |
17 |
Conviviality
Retail plc |
1,778,700 |
2.77 |
2.08% |
18 |
Park Group
plc |
1,754,594 |
2.73 |
2.05% |
19 |
Brewin
Dolphin Holdings plc |
1,751,400 |
2.73 |
2.05% |
20 |
Cineworld
Group plc |
1,613,150 |
2.51 |
1.89% |
|
|
|
|
|
|
|
41,480,225 |
64.57 |
48.53% |
Income Portfolio |
1 |
Real Estate
Credit Investment PCC |
725,920 |
4.16 |
0.85% |
2 |
Ecofin Water
& Pwr Opportunities CULS 6% 2016 |
649,219 |
3.72 |
0.76% |
3 |
GE Capital
Funding 8.00% 2039 |
573,698 |
3.29 |
0.67% |
4 |
Credit Suisse
Group G F2V 2041 |
531,851 |
3.05 |
0.62% |
5 |
Helical Bar
Jersey 2016 Convertible |
414,000 |
2.37 |
0.48% |
6 |
Rolls Royce
3.375% 2026 |
406,585 |
2.33 |
0.48% |
7 |
UBS F2V |
401,494 |
2.30 |
0.47% |
8 |
Vib Vermoegen
AG 4.00% 2016 Convertible |
389,655 |
2.24 |
0.46% |
9 |
Apple 3.85%
2043 |
347,242 |
1.99 |
0.41% |
10 |
HSBC 6.00%
2040 |
339,217 |
1.95 |
0.40% |
11 |
Societe
Generale F2V 8.25% |
333,360 |
1.91 |
0.39% |
12 |
British
Telecoms 2016 |
329,190 |
1.89 |
0.39% |
13 |
F&C
Global Smaller Companies 3.50% 2019 |
320,600 |
1.84 |
0.38% |
14 |
St Modwen
Prop Securities 2.875% 2019 |
318,030 |
1.82 |
0.37% |
15 |
British Sky
Broad 3.125% |
309,375 |
1.77 |
0.36% |
16 |
Electricite
de France 6.125% 2034 |
306,304 |
1.76 |
0.36% |
17 |
Debenhams plc
5.25% 2021 |
295,442 |
1.69 |
0.35% |
18 |
BAA Funding
7.075% 2028 |
268,078 |
1.54 |
0.31% |
19 |
F&C
Finance plc 9.00% 2016 |
267,172 |
1.53 |
0.31% |
20 |
Cooperatieve
Centrale Raiffeisen F2V |
265,753 |
1.52 |
0.31% |
|
|
|
|
|
TOTAL |
|
7,792,185 |
44.67 |
9.13% |
Schedule of Principal Investments
as at 31 December 2014
Position |
Company |
Market
Value
£’000 |
Percentage
of Portfolio |
Percentage of
Total Assets
2014 |
Smaller Companies Portfolio |
1 |
Acal plc |
2,350,000 |
4.16 |
3.01 |
2 |
Secure Trust Bank
plc |
2,312,631 |
4.09 |
2.97 |
3 |
Primary Health
Properties plc |
2,298,513 |
4.07 |
2.95 |
4 |
Hill & Smith
Holdings plc |
2,138,843 |
3.78 |
2.74 |
5 |
Brewin Dolphin
Holdings plc |
2,016,339 |
3.57 |
2.59 |
6 |
Berendsen plc |
1,980,000 |
3.50 |
2.54 |
7 |
Tyman plc |
1,876,500 |
3.32 |
2.41 |
8 |
Safestyle UK
plc |
1,872,750 |
3.31 |
2.40 |
9 |
Cineworld Group
plc |
1,867,950 |
3.30 |
2.39 |
10 |
British Polythene
Industries plc |
1,851,788 |
3.28 |
2.37 |
11 |
Epwin Group
plc |
1,779,067 |
3.15 |
2.28 |
12 |
Castings plc |
1,775,115 |
3.14 |
2.28 |
13 |
UK Mail Group
plc |
1,757,025 |
3.11 |
2.25 |
14 |
Diploma plc |
1,753,750 |
3.10 |
2.25 |
15 |
Interserve plc |
1,682,389 |
2.98 |
2.16 |
16 |
Park Group plc |
1,627,245 |
2.88 |
2.09 |
17 |
Conviviality Retail
plc |
1,576,200 |
2.79 |
2.02 |
18 |
James Halstead
plc |
1,533,148 |
2.71 |
1.97 |
19 |
Alumasc Group
plc |
1,516,022 |
2.68 |
1.94 |
20 |
Numis Corporation
plc |
1,393,500 |
2.46 |
1.79 |
|
|
|
|
|
|
|
36,958,775 |
65.38 |
47.40 |
Income Portfolio |
1 |
Credit Suisse
7.875% CoCo 2041 |
681,697 |
3.48 |
0.87 |
2 |
Societe Generale
8.25% Perp -18 |
658,021 |
3.36 |
0.84 |
3 |
Ecofin Wtr &
Pwr Opportunities CULS 6% 2016 |
656,250 |
3.35 |
0.84 |
4 |
Real Estate Credit
8% 2017 NPV |
654,150 |
3.34 |
0.84 |
5 |
F&C Global
Smaller Companies CULS 3y 2% 2019 |
645,000 |
3.29 |
0.83 |
6 |
GE Capital Funding
8% 2039 |
590,748 |
3.01 |
0.76 |
7 |
University of
Cambridge 3.75% 2052 |
474,588 |
2.42 |
0.61 |
8 |
Rolls Royce 3.375%
2026 |
417,644 |
2.13 |
0.54 |
9 |
Grainger plc 5%
2020 |
406,356 |
2.07 |
0.52 |
10 |
Helical Bar Jersey
4% 2019 Convertible |
401,132 |
2.05 |
0.51 |
11 |
Vib Vermoegen AG 4%
2016 Convertible |
388,319 |
1.98 |
0.50 |
12 |
Apple Inc 3.85%
2043 |
380,850 |
1.94 |
0.49 |
13 |
HSBC 6% 2040 |
357,201 |
1.82 |
0.46 |
14 |
EDF 6.125%
2034 |
329,908 |
1.68 |
0.42 |
15 |
BAT Intl Finance
plc 2026 |
329,334 |
1.68 |
0.42 |
16 |
Sky 3 1/8%
2022 |
315,080 |
1.61 |
0.40 |
17 |
St Mowden Prop
Securities 2.875% 2014 Convertible |
298,182 |
1.52 |
0.38 |
18 |
Nationwide Building
Society 6.875% Perp – 18 |
292,911 |
1.49 |
0.38 |
19 |
Debenhams plc 5.25%
2021 |
289,644 |
1.48 |
0.37 |
20 |
Rabobank Nederland
8.375% Perp – 16 |
275,406 |
1.40 |
0.35 |
|
|
|
|
|
TOTAL |
|
8,842,421 |
45.10 |
11.33 |
Condensed Statement of Comprehensive
Income (unaudited)
for the period ended 30 June 2015
|
|
|
Period ended
30 June 2015 |
|
Period ended
30 June 2014 |
|
|
Revenue |
Capital |
Total |
Total |
|
Notes |
GBP |
GBP |
GBP |
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
financial assets designated as at fair value through profit or
loss |
8 |
- |
7,910,502 |
7,910,502 |
509,443 |
Gains on derivative
financial instruments |
|
- |
279,012 |
279,012 |
216,548 |
Investment
income |
3 |
1,607,747 |
- |
1,607,747 |
1,577,625 |
|
|
|
|
|
|
|
|
|
|
|
|
Total income and
gains |
|
1,607,747 |
8,189,514 |
9,797,261 |
2,303,616 |
Expenses |
4 |
(346,981) |
(222,555) |
(569,536) |
(618,838) |
|
|
|
|
|
|
|
|
|
|
|
|
Return on
ordinary activities before finance costs and taxation |
|
1,260,766 |
7,966,959 |
9,227,725 |
1,684,778 |
Interest payable
and similar charges |
5 |
- |
(776,786) |
(776,786) |
(736,042) |
|
|
|
|
|
|
|
|
|
|
|
|
Return on
ordinary activities before taxation |
|
1,260,766 |
7,190,173 |
8,450,939 |
948,736 |
Taxation on
ordinary activities |
|
- |
- |
- |
- |
Other comprehensive
income |
|
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive Income for the period attributable to Ordinary
Shareholders |
|
1,260,766 |
7,190,173 |
8,450,939 |
948,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence |
Pence |
Pence |
Pence |
|
|
|
|
|
|
|
|
|
|
|
|
Return per
Ordinary share |
7 |
8.14 |
46.41 |
54.55 |
5.88 |
|
|
|
|
|
|
Dividend per
Ordinary Share |
6 |
6.75 |
0.00 |
6.75 |
6.25 |
|
|
|
|
|
|
Return per ZDP
Share |
7 |
- |
3.74 |
3.74 |
3.40 |
|
|
|
|
|
|
|
|
|
|
|
|
The supplementary revenue return and capital return columns have
been prepared in accordance with the Statement of Recommended
Practice (“SORP”) issued by the Association of Investment Companies
(“AIC”).
In arriving at the results for the financial period, all amounts
above relate to continuing operations.
No operations were acquired or discontinued in the period.
The notes form an integral part of these financial
statements.
Condensed Statement of Financial
Position (unaudited)
as at 30 June 2015
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
GBP |
|
GBP |
|
Notes |
|
(Unaudited) |
|
(Audited) |
NON-CURRENT
ASSETS |
|
|
|
|
|
Financial assets
designated as at fair value through profit or loss |
8 |
|
81,698,385 |
|
76,150,876 |
|
|
|
|
|
|
CURRENT
ASSETS |
|
|
|
|
|
Receivables |
9 |
|
611,846 |
|
848,723 |
Cash and cash
equivalents |
|
|
3,041,871 |
|
961,105 |
Derivative
financial instruments |
|
|
113,989 |
|
36,740 |
|
|
|
|
|
|
|
|
|
3,767,706 |
|
1,846,568 |
TOTAL
ASSETS |
|
|
85,466,091 |
|
77,997,444 |
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES |
|
|
|
|
|
Derivative
financial instruments |
|
|
7,999 |
|
43,660 |
Payables - due
within one year |
10 |
|
233,814 |
|
214,111 |
Spot contracts
payable |
10 |
|
381 |
|
- |
|
|
|
242,194 |
|
257,771 |
NON-CURRENT
LIABILITIES |
|
|
|
|
|
ZDP Shares |
11 |
|
26,006,827 |
|
25,493,555 |
TOTAL
LIABILITIES |
|
|
26,249,021 |
|
25,751,326 |
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS |
|
|
59,217,070 |
|
52,246,118 |
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
Share capital |
12 |
|
172,033 |
|
173,533 |
Share premium |
|
|
27,435,856 |
|
27,870,231 |
Treasury
shares |
13 |
|
(6,297,145) |
|
(6,297,145) |
Revenue
reserve |
|
|
1,212,798 |
|
996,144 |
Special
reserve |
|
|
10,000,000 |
|
10,000,000 |
Capital
reserve |
|
|
26,693,528 |
|
19,503,355 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
EQUITY |
|
|
59,217,070 |
|
52,246,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence |
|
Pence |
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value
per Ordinary Share (per Articles) |
|
|
384.33 |
|
336.59 |
Net asset value
per Ordinary Share (per IFRS) |
|
|
382.83 |
|
334.52 |
Net asset value
per ZDP Share (per Articles) |
|
|
124.87 |
|
121.01 |
Net asset value
per ZDP Share (per IFRS) |
|
|
125.25 |
|
121.60 |
The financial statements were approved by the Board of Directors
and authorised for issue on 25 August
2015 and signed on its behalf by:
Helen
Green
David Warr
Director
Director
The notes form an integral part of these financial
statements.
Condensed Statement of Cash Flows
(unaudited)
for the period ended 30 June 2015
|
|
Period ended
30 Jun 2015 |
|
Period ended
30 Jun 2014 |
|
Notes |
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
Return on ordinary
activities before taxation |
|
8,450,939 |
|
948,736 |
Net gains on
financial assets designated as at fair value through profit or
loss |
8 |
(7,910,502) |
|
(509,443) |
Investment
income |
3 |
(1,607,747) |
|
(1,577,625) |
Interest
expense |
5 |
776,786 |
|
736,042 |
Increase in
derivative financial assets |
|
(77,249) |
|
(20,632) |
(Decrease)/increase
in derivative financial liabilities |
|
(35,661) |
|
- |
Increase/(decrease)
in payables and appropriations |
10 |
20,084 |
|
(207,576) |
Decrease/(increase)
in receivables excluding accrued investment income |
9 |
198,757 |
|
(917) |
|
|
|
|
|
|
|
|
|
|
Net cash flow
used in operating activities before Investment Income |
|
(184,593) |
|
(631,415) |
Investment income
received |
|
1,645,867 |
|
1,424,850 |
|
|
|
|
|
|
|
|
|
|
Net cash flow
from operating activities before taxation |
|
1,461,274 |
|
793,435 |
Tax paid |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash from
operating activities after taxation |
|
1,461,274 |
|
793,435 |
|
|
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
Purchase of
financial assets |
8 |
(15,226,998) |
|
(34,160,093) |
Sale of financial
assets |
8 |
17,589,991 |
|
28,828,795 |
|
|
|
|
|
|
|
|
|
|
Net cash flow
from/(used in) investing activities |
|
2,362,993 |
|
(5,331,298) |
|
|
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
Equity dividends
paid |
6 |
(1,044,112) |
|
(1,019,258) |
Proceeds from issue
of Shares |
|
(435,875) |
|
3,656,322 |
Cost of issue of
Ordinary Shares |
|
- |
|
(229,014) |
Proceeds from issue
of ZDP Shares |
|
(18,406) |
|
1,565,609 |
Cost of issue of
ZDP Shares |
|
(245,108) |
|
(9,537) |
|
|
|
|
|
|
|
|
|
|
Net cash flow
(used in)/from financing activities |
|
(1,743,501) |
|
3,964,122 |
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
|
2,080,766 |
|
(573,741) |
Cash and cash
equivalents at beginning of period |
|
961,105 |
|
2,458,412 |
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents at end of period |
|
3,041,871 |
|
1,884,671 |
|
|
|
|
|
The notes form an integral part of these financial
statements.
Condensed Statement of Changes in
Equity (unaudited)
as at 30 June 2015
|
Share
Capital
30 Jun 2015 |
Share
Premium
30 Jun 2015 |
Treasury Reserve
30 Jun 2015 |
Revenue Reserve
30 Jun 2015 |
Special Reserve
30 Jun 2015 |
Capital Reserve
30 Jun 2015 |
Total
30 Jun 2015 |
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
Balances as at 1
January 2015 |
173,533 |
27,870,231 |
(6,297,145) |
996,144 |
10,000,000 |
19,503,355 |
52,246,118 |
Total comprehensive
income for the period attributable to shareholders |
- |
- |
- |
1,260,766 |
- |
7,190,173 |
8,450,939 |
Dividends |
- |
- |
- |
(1,044,112) |
- |
- |
(1,044,112) |
Buyback of Ordinary
Shares |
- |
- |
(435,875) |
- |
- |
- |
(435,875) |
Cancellation of
Ordinary Shares |
(1,500) |
(434,375) |
435,875 |
- |
- |
- |
- |
Balances as at |
|
|
|
|
|
|
|
30 June 2015 |
172,033 |
27,435,856 |
(6,297,145) |
1,212,798 |
10,000,000 |
26,693,528 |
59,217,070 |
The notes form an integral part of the financial statements
Condensed Statement of Changes in
Equity (unaudited)
as at 31 December 2014
|
Share
Capital
31 Dec 2014 |
Share
Premium
31 Dec 2014 |
Treasury Reserve
31 Dec 2014 |
Revenue Reserve
31 Dec 2014 |
Special Reserve
31 Dec 2014 |
Capital Reserve
31 Dec 2014 |
Total
31 Dec 2014 |
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
Balances as at 1
January 2014 |
153,781 |
20,411,044 |
– |
447,558 |
10,000,000 |
23,834,893 |
54,847,276 |
Total comprehensive
income for the year attributable to shareholders |
– |
– |
– |
2,590,349 |
– |
(4,331,538) |
(1,741,189) |
Dividends |
– |
– |
– |
(2,041,763) |
– |
– |
(2,041,763) |
Treasury shares
acquired |
– |
– |
(6,411,998) |
– |
– |
– |
(6,411,998) |
Treasury shares
sold |
– |
– |
1,448,433 |
– |
– |
– |
1,448,433 |
Buyback of Ordinary
Shares |
– |
– |
(2,985,955) |
– |
– |
– |
(2,985,955) |
Transfer between
reserves |
– |
– |
– |
– |
– |
– |
– |
Issue of Ordinary
Shares |
25,002 |
9,258,714 |
– |
– |
– |
– |
9,283,716 |
Ordinary Share
issue costs |
– |
(152,402) |
– |
– |
– |
– |
(152,402) |
Cancellation of
Ordinary Shares |
(5,250) |
(1,647,125) |
1,652,375 |
– |
– |
– |
– |
Balances as at |
|
|
|
|
|
|
|
31 December
2014 |
173,533 |
27,870,231 |
(6,297,145) |
996,144 |
10,000,000 |
19,503,355 |
52,246,118 |
The notes form an integral part of the financial statements
Notes to the Condensed Financial
Statements (unaudited)
for the period ended 30 June 2015
1
ACCOUNTING POLICIES
(a) Basis of
preparation
The financial statements for the six months ended 30 June 2015 have been prepared in accordance
with IAS 34 “Interim Financial Reporting” as adopted by the
European Union, the AIC’s SORP (as revised in February 2015) and applicable legal and
regulatory requirements of the Companies (Guernsey) Law, 2008.
The Unaudited Condensed Interim Financial Statements do not
include all the information and disclosures in the Annual Financial
Statements and should be read in conjunction with the Company’s
Annual Report and Audited Financial Statements for the year ended
31 December 2014.
The accounting policies and methods of computation followed in
this Interim Unaudited Condensed set of Financial Statements are
consistent with those of the latest Annual Audited Financial
Statement for the year ended 31 December
2014 which were prepared in accordance with International
Financial Reporting Standards as adopted by the European Union,
except for the adoption of the new standards and interpretations
effective as of 1 January 2015, as
listed below, which had no impact on the financial position or
performance of the Company.
IFRS 8 - Operating Segments - (effective 1 July 2014).
IFRS 13 - Fair value measurement - (effective 1 July 2014).
IAS 24 - Related Party Disclosure - (effective 1 July 2014).
Presentation of information
The Unaudited Condensed Interim Financial Statements have been
prepared on a going concern basis under the historical cost
convention adjusted to take account of the revaluation of the
Company’s investments at fair value.
In order to better reflect the activities of an Investment
Company and in accordance with the guidance issued by the
Association of the Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of capital and revenue nature has been presented within the
Statement of Comprehensive Income.
2
OPERATING SEGMENTS
The Company has two reportable segments, being the Income
Portfolio and the Smaller Companies Portfolio. Each of these
portfolios is managed separately as they entail different
investment objectives and strategies and contain investments in
different products.
For each of the portfolios, the Board reviews internal
management reports on a quarterly basis. The objectives and
principal investment products of the respective reportable segments
are as follows:
Segment |
Investment objectives and
principal investments products |
Income
Portfolio |
To maximise income through
investments in sterling denominated fixed interestsecurities
including corporate bonds, preference and permanent interest
bearing shares, convertibles, reverse convertibles, debentures and
other similar securities. |
Smaller
Companies Portfolio |
To maximise income and capital
growth through investments in smaller capitalised UK
companies. |
Information regarding the results of each reportable segment
follows. Performance is measured based on the increase in value of
each portfolio, as included in the internal management reports that
are reviewed by the Board.
Segmental information is measured on the same basis as that used
in the preparation of the Company’s financial statements.
|
|
|
|
Income
Portfolio |
|
Smaller
Companies
Portfolio |
|
Unallocated |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
30
June 2015 |
|
|
|
|
|
|
|
|
|
External revenues: |
|
|
|
|
|
|
|
|
|
Net
(losses)/gains on financial assets designated as at fair value |
|
|
|
|
|
|
|
through
profit or loss |
|
|
(183,390) |
|
8,093,892 |
|
- |
|
7,910,502 |
Gains
on derivative financial instruments |
279,012 |
|
- |
|
- |
|
279,012 |
Investment income: |
|
|
|
|
|
|
|
|
|
Bank
interest |
|
|
- |
|
- |
|
187 |
|
187 |
Dividend income |
|
|
68,554 |
|
1,109,695 |
|
- |
|
1,178,249 |
Bond
income |
|
|
429,311 |
|
- |
|
- |
|
429,311 |
Total
income and gains |
|
|
593,487 |
|
9,203,587 |
|
187 |
|
9,797,261 |
Expenses |
|
|
|
- |
|
- |
|
(569,536) |
|
(569,536) |
Interest payable and similar charges |
|
- |
|
- |
|
(776,786) |
|
(776,786) |
Total
comprehensive income for the period attributable |
|
|
|
|
|
|
|
to
shareholders |
|
|
593,487 |
|
9,203,587 |
|
(1,346,135) |
|
8,450,939 |
|
|
|
|
Income
Portfolio |
|
Smaller
Companies
Portfolio |
|
Unallocated |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
30
June 2015 |
|
|
|
|
|
|
|
|
|
Financial assets designated as at fair value through |
|
|
|
|
|
|
|
profit
or loss |
|
|
17,410,624 |
|
64,287,761 |
|
- |
|
81,698,385 |
Receivables |
|
|
|
245,881 |
|
362,746 |
|
3,219 |
|
611,846 |
Derivative financial instruments |
|
113,989 |
|
- |
|
- |
|
113,989 |
Cash
and cash equivalents |
|
1,469,319 |
|
1,572,552 |
|
- |
|
3,041,871 |
Total assets |
|
|
|
19,239,813 |
|
66,223,059 |
|
3,219 |
|
85,466,091 |
Derivative financial instruments |
|
7,999 |
|
- |
|
- |
|
7,999 |
Payables |
|
|
|
- |
|
381 |
|
233,814 |
|
234,195 |
Total
liabilities |
|
|
7,999 |
|
381 |
|
233,814 |
|
242,194 |
|
|
|
|
Income
Portfolio |
|
Smaller
Companies
Portfolio |
|
Unallocated |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
31
December 2014 |
|
|
|
|
|
|
|
|
|
External revenues: |
|
|
|
|
|
|
|
|
|
Net
gains/(losses) on financial assets designated as at fair value |
|
|
|
|
|
|
|
through
profit or loss |
|
|
527,111 |
|
(2,777,785) |
|
- |
|
(2,250,674) |
Losses
on derivative financial instruments |
(25,734) |
|
- |
|
- |
|
(25,734) |
Investment income: |
|
|
|
|
|
|
|
|
- |
Bank
interest |
|
|
- |
|
- |
|
138 |
|
138 |
Dividend income |
|
|
117,199 |
|
2,054,439 |
|
- |
|
2,171,638 |
Bond
income |
|
|
995,510 |
|
- |
|
- |
|
995,510 |
Sundry
Income |
|
|
- |
|
13,484 |
|
- |
|
13,484 |
Total
income and gains |
|
|
1,614,086 |
|
(709,862) |
|
138 |
|
904,362 |
Expenses |
|
|
|
- |
|
- |
|
(1,147,605) |
|
(1,147,605) |
Interest payable and similar charges |
|
- |
|
- |
|
(1,497,946) |
|
(1,497,946) |
Total
comprehensive income for the year attributable |
|
|
|
|
|
|
|
to
shareholders |
|
|
1,614,086 |
|
(709,862) |
|
(2,645,413) |
|
(1,741,189) |
|
|
|
|
Income
Portfolio |
|
Smaller
Companies
Portfolio |
|
Unallocated |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
31
December 2014 |
|
|
|
|
|
|
|
|
|
Financial assets designated as at fair value through |
|
|
|
|
|
|
|
profit
or loss |
|
|
19,612,634 |
|
56,538,242 |
|
- |
|
76,150,876 |
Receivables |
|
|
|
560,998 |
|
268,451 |
|
19,274 |
|
848,723 |
Derivative financial instruments |
|
36,740 |
|
- |
|
- |
|
36,740 |
Cash
and cash equivalents |
|
670,603 |
|
16,463 |
|
274,039 |
|
961,105 |
Total assets |
|
|
|
20,880,975 |
|
56,823,156 |
|
293,313 |
|
77,997,444 |
Derivative financial instruments |
|
43,660 |
|
- |
|
- |
|
43,660 |
Payables |
|
|
|
- |
|
- |
|
214,111 |
|
214,111 |
Total
liabilities |
|
|
43,660 |
|
- |
|
214,111 |
|
257,771 |
Geographical information
In presenting information on the basis of geographical segments,
segment revenue and segment assets are based on the domicile
countries of the investees and counterparties to derivative
transactions.
|
|
|
|
|
|
|
|
Other |
|
Rest
of |
|
|
|
|
UK |
|
Guernsey |
|
Jersey |
|
Europe |
|
the
world |
|
Total |
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
GBP |
30
June 2015 |
|
|
|
|
|
|
|
|
|
|
|
External revenues |
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
1,331,369 |
|
66,304 |
|
702 |
|
148,658 |
|
60,527 |
|
1,607,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Rest
of |
|
|
|
|
UK |
|
Guernsey |
|
Jersey |
|
Europe |
|
the
world |
|
Total |
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
GBP |
31
December 2014 |
|
|
|
|
|
|
|
|
|
|
|
External revenues |
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
2,524,828 |
|
224,413 |
|
147,586 |
|
198,480 |
|
71,841 |
|
3,167,148 |
The Company did not hold any non-current assets during the
period other than financial instruments (December 2014:£ Nil).
Major customers
The Company regards its shareholders as customers. There were no
shareholders with a holding greater than 10% at the period end.
3 INVESTMENT
INCOME
|
|
|
Period ended |
|
Period ended |
|
|
|
30
Jun 2015 |
|
30
Jun 2014 |
|
|
|
GBP |
|
GBP |
Bank interest |
|
|
187 |
|
79 |
Dividend
income |
|
|
1,178,249 |
|
1,127,526 |
Bond income |
|
|
429,311 |
|
450,020 |
|
|
|
1,607,747 |
|
1,577,625 |
4
EXPENSES
|
|
|
|
|
Period ended 30 Jun 2015 |
|
|
|
|
Revenue |
|
Capital |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
Manager's fee* |
|
|
70,972 |
|
212,502 |
|
283,474 |
Performance fee* |
|
|
- |
|
- |
|
- |
Administrator's fee |
|
|
48,838 |
|
- |
|
48,838 |
Registrar's fee |
|
|
10,437 |
|
- |
|
10,437 |
Directors' fees |
|
|
37,458 |
|
- |
|
37,458 |
Custody
fees |
|
|
29,663 |
|
- |
|
29,663 |
Audit fee |
|
|
|
14,023 |
|
- |
|
14,023 |
Directors' and Officers' insurance |
|
3,517 |
|
- |
|
3,517 |
Annual
fees |
|
|
12,125 |
|
- |
|
12,125 |
Bank
charges |
|
|
241 |
|
- |
|
241 |
Commission paid |
|
|
- |
|
10,053 |
|
10,053 |
Legal
and professional fees |
|
2,128 |
|
- |
|
2,128 |
Broker
fees |
|
|
16,123 |
|
- |
|
16,123 |
Sundry
costs |
|
|
10,397 |
|
- |
|
10,397 |
Loss on
foreign exchange |
|
91,059 |
|
- |
|
91,059 |
|
|
|
|
346,981 |
|
222,555 |
|
569,536 |
*The Company has entered into a Management Agreement with
Premier Asset Management (Guernsey) Limited, a wholly-owned,
Guernsey incorporated subsidiary of Premier Asset Management
Limited. The Manager receives a management fee of 0.7% per annum of
total assets (subject to a minimum fee of £100,000) calculated
monthly and payable quarterly in arrears, out of which it pays fees
to the Investment Advisers. The Manager is also paid a shareholder
communication and support fee, currently £3,100 for the twelve
months from 1 April 2015 to
31 March 2016. The Manager is also
potentially entitled to a performance fee of 15% of any excess of
the NAV per Ordinary Share (together with any dividends paid by
reference to the relevant period) over the higher of the first
benchmark or the second benchmark. The first benchmark is
calculated as the NAV per Ordinary Share immediately following
completion of the tender offer, in January
2007, compounded at a rate of 10% per annum up to the
relevant calculation day. The second benchmark being the higher NAV
on the last day in the prior period is used if a performance fee
was paid in that prior period. The Management Agreement may be
terminated by either party on 12 months’ written notice.
Under the terms of their appointment, each Director is paid a
fee of £20,000 per annum by the Company. In addition the Chairman
receives £7,500 per annum (in total remuneration £27,500) and both
the Chairman of the Audit Committee and the Remuneration and
Management Engagement Committee and Risk Committee each receive an
additional £5,000, (total remuneration for each post being
£25,000).
|
|
|
|
|
Period ended 30 Jun 2014 |
|
|
|
|
Revenue |
|
Capital |
|
Total |
|
|
|
|
GBP |
|
GBP |
|
GBP |
Manager's fee |
|
|
73,843 |
|
221,528 |
|
295,371 |
Performance fee |
|
|
- |
|
- |
|
- |
Administrator's fee |
|
|
58,158 |
|
- |
|
58,158 |
Registrar's fee |
|
|
9,578 |
|
- |
|
9,578 |
Directors' fees |
|
|
38,609 |
|
- |
|
38,609 |
Custody
fees |
|
|
22,607 |
|
- |
|
22,607 |
Audit fee |
|
|
|
20,929 |
|
- |
|
20,929 |
Directors' and Officers' insurance |
|
3,771 |
|
- |
|
3,771 |
Annual
fees |
|
|
6,781 |
|
- |
|
6,781 |
Bank
charges |
|
|
1,288 |
|
- |
|
1,288 |
Commission paid |
|
|
- |
|
44,805 |
|
44,805 |
Legal
and professional fees |
|
10,767 |
|
- |
|
10,767 |
Broker
fees |
|
|
18,515 |
|
- |
|
18,515 |
Sundry
costs |
|
|
16,930 |
|
- |
|
16,930 |
Loss on
foreign exchange |
|
70,729 |
|
- |
|
70,729 |
|
|
|
|
352,505 |
|
266,333 |
|
618,838 |
5
INTEREST PAYABLE AND SIMILAR CHARGES
|
|
|
Period ended 30 Jun 2015 |
|
Period ended 30 Jun 2014 |
|
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
|
|
GBP |
GBP |
GBP |
|
GBP |
GBP |
GBP |
Appropriation in respect of |
|
|
|
|
|
|
|
ZDP
shares |
|
- |
729,777 |
729,777 |
|
- |
689,186 |
689,186 |
Amortisation of ZDP issue costs |
- |
47,009 |
47,009 |
|
- |
46,856 |
46,856 |
|
|
|
- |
776,786 |
776,786 |
|
- |
736,042 |
736,042 |
6
DIVIDENDS IN RESPECT OF ORDINARY SHARES
|
|
|
|
|
Period ended |
|
|
|
|
|
|
30
Jun 2015 |
|
|
|
|
|
|
|
Pence |
|
|
|
|
GBP |
|
per
share |
First
Interim payment |
|
|
502,721 |
|
3.25 |
Second
interim payment |
|
541,391 |
|
3.50 |
|
|
|
|
1,044,112 |
|
6.75 |
|
|
|
|
|
Year ended |
|
|
|
|
|
|
31
Dec 2014 |
|
|
|
|
|
|
|
Pence |
|
|
|
|
GBP |
|
per
share |
First
Interim payment |
|
|
481,600 |
|
3.00 |
Second
interim payment |
|
|
537,658 |
|
3.25 |
Third
interim payment |
|
|
513,283 |
|
3.25 |
Fourth
interim payment |
|
|
509,221 |
|
3.25 |
|
|
|
|
2,041,762 |
|
12.75 |
7
EARNINGS PER SHARE
Ordinary Shares
The total return per Ordinary Share (per IFRS) is based on the
total return on ordinary activities for the period attributable to
Ordinary shareholders of £8,450,939 (Jun
2014: £948,736) and on 15,493,885 (Jun 2014: 16,143,911) shares, being the weighted
average number of shares in issue during the period. There are no
dilutive instruments and therefore basic and diluted gain per share
is identical.
The revenue return per Ordinary Share (per IFRS) is based on the
revenue return on activities for the period attributable to
Ordinary shareholders of £1,261,202 (Jun
2014: £1,225,120) and on 15,493,885 (Jun 2014: 16,143,911) shares, being the weighted
average number of shares in issue during the period. There are no
dilutive instruments and therefore basic and diluted gain per share
are identical.
The capital return per Ordinary Share (per IFRS) is based on the
capital loss on ordinary activities for the period attributable to
Ordinary shareholders of £7,190,173 (Jun
2014: gain of £276,384) and on 15,493,885 (Jun 2014: 16,143,911) shares, being the weighted
average number of shares in issue during the period. There are no
dilutive instruments and therefore basic and diluted gain per share
are identical.
ZDP shares
The return per ZDP Share (per IFRS) is based on the
appropriation in respect of ZDP Shares and the amortisation of ZDP
Share issue costs totaling £776,786 (Jun
2014: £736,042) and on 20,795,832 (Jun 2014: 21,670,227) shares, being the weighted
average number of ZDP Shares in issue during the period.
8
FINANCIAL ASSETS DESIGNATED AS AT FAIR VALUE THOUGH PROFIT OR
LOSS
|
|
|
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
|
|
|
GBP |
|
GBP |
INVESTMENTS |
|
|
|
|
|
|
|
|
Opening
portfolio cost |
|
|
|
|
|
62,431,660 |
|
52,881,014 |
Unrealised appreciation on valuation brought forward |
|
|
13,719,216 |
|
23,095,363 |
Opening
valuation |
|
|
|
|
|
76,150,876 |
|
75,976,377 |
Movements in the period/year |
|
|
|
|
|
|
|
Purchases at cost |
|
|
|
|
|
15,226,998 |
|
72,813,768 |
Sales |
|
|
|
|
|
|
|
|
|
- proceeds |
|
|
|
|
|
|
(17,589,991) |
|
(70,388,595) |
-
realised gains on sales |
|
|
|
|
|
3,160,017 |
|
8,158,452 |
-
realised losses on sales |
|
|
|
|
|
(1,724,634) |
|
(1,032,980) |
Unrealised appreciation on valuation for the period/year |
|
|
6,764,431 |
|
4,053,076 |
Unrealised depreciation on valuation for the period/year |
|
|
(289,312) |
|
(13,429,222) |
Fair
value of investments at 30 June 2015 |
|
|
|
81,698,385 |
|
76,150,876 |
Closing
book cost |
|
|
|
|
|
61,505,285 |
|
62,431,660 |
Closing
unrealised appreciation |
|
|
|
|
20,193,100 |
|
13,719,216 |
|
|
|
|
|
|
|
81,698,385 |
|
76,150,876 |
Realised gains on sales |
|
|
|
|
|
1,435,383 |
|
7,125,473 |
Increase/(decrease) in unrealised appreciation |
|
|
|
6,475,119 |
|
(9,376,147) |
Net
gains/(loss) on financial assets designated as at fair value
through profit or loss |
7,910,502 |
|
(2,250,674) |
As at 30 June 2015, the closing
fair value of investments comprises £64,265,095 (Dec 2014: £57,956,148) of equity shares,
£17,410,624 (Dec 2014: £18,252,746)
of fixed income securities and £22,666 (Dec
2014: (58,018)) in respect of long gilts held.
IFRS 13 requires the fair value of investments to be disclosed
by the source of inputs using a three-level hierarchy as detailed
below:
Quoted prices (unadjusted) in active markets for identical
assets or liabilities (Level 1);
Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices) (Level 2);
Inputs for the asset or liability that are not based on
observable market data (unobservable inputs) (Level 3).
The Investments held by the Company have been classified as
Level 1. This is in accordance with the fair value hierarchy.
Details of the value of each classification are listed in the
table below. Values are based on the market value of the
investments as at the reporting date:
Financial assets designated as at fair
value through profit or loss
|
|
|
30 Jun
2015 |
|
30 Jun
2015 |
|
31 Dec
2014 |
|
31 Dec
2014 |
|
|
|
Market
value |
|
Market
value |
|
Market
value |
|
Market
value |
|
|
|
% |
|
GBP |
|
% |
|
GBP |
Level 1 |
|
|
99.67 |
|
81,430,196 |
|
100 |
|
76,150,876 |
Level 3 |
|
|
0.33 |
|
268,189 |
|
- |
|
- |
Total |
|
|
100 |
|
81,698,385 |
|
100 |
|
76,150,876 |
Level 3 investments comprise tow investments valued at cost. As
there is not an active market for these investments the investment
manager and directors consider the cost to be an appropriate fair
value at 30 June 2015.
Derivative financial assets and
liabilities designated as at fair value through profit or loss
|
|
|
30 Jun
2015 |
|
30 Jun
2015 |
|
31 Dec
2014 |
|
31 Dec
2014 |
|
|
|
Market
value |
|
Market
value |
|
Market
value |
|
Market
value |
|
|
|
% |
|
GBP |
|
% |
|
GBP |
Level 2
derivative financial assets |
100 |
|
113,989 |
|
100 |
|
36,740 |
Level 2
derivative financial liabilities |
100 |
|
7,999 |
|
100 |
|
43,660 |
There have been no transfers between levels of the fair value
hierarchy during the period under review. It is the Company’s
policy to recognise all the transfers into the levels and transfers
out of the levels at the end of the reporting period. Transfers
into each level shall be disclosed and discussed separately from
transfer out of each level.
The derivative financial instruments held by the Company have
been classified as Level 2. This is in accordance with the fair
value hierarchy. The Company uses widely recognised valuation
models for determining fair value of derivative financial
instruments that use only observable market data and require little
management judgement and estimation.
9
RECEIVABLES
|
|
|
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
|
|
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
29,671 |
|
19,274 |
Accrued income |
|
|
|
|
|
|
578,956 |
|
617,076 |
Sundry
receivables |
|
|
|
|
3,219 |
|
212,373 |
|
|
|
|
|
|
|
611,846 |
|
848,723 |
10 PAYABLES
(amounts falling due within one year)
|
|
|
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
|
|
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
expenses |
|
|
|
|
|
88,313 |
|
53,773 |
Spot
contracts payable |
|
|
|
|
381 |
|
- |
Trade
creditors |
|
|
|
|
|
|
145,501 |
|
160,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
234,195 |
|
214,111 |
11 ZDP SHARES
|
|
|
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
|
|
|
GBP |
|
GBP |
ZDP
Share entitlement |
|
|
|
|
26,006,827 |
|
25,493,555 |
|
|
|
|
|
|
|
|
|
|
The
above entitlement comprises the following: |
|
|
|
27,032,008 ZDP Shares issued to date up to 31 December 2014 |
22,471,543 |
|
- |
201,348
Buyback of ZDP Shares during the period |
(263,514) |
|
- |
20,642,306 ZDP Shares issued 31 December 2013 |
- |
|
22,147,580 |
3,356,065 ZDP Shares issued during the year to 31 Dec 2014 |
- |
|
3,899,340 |
523,504
ZDP shares sold out of treasury during the year to 31 Dec 2014 |
- |
|
643,617 |
3,557,141 Buyback of ZDP Shares during the year to 31 Dec 2014 |
- |
|
(4,218,994) |
ZDP Premium |
|
|
|
|
|
|
(232,343) |
|
(323,895) |
Appropriation in respect of ZDP Shares |
|
3,951,554 |
|
3,221,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZDP
value (calculated in accordance with the Articles) |
25,927,240 |
|
25,369,424 |
ZDP issue
costs |
|
|
|
|
|
|
(199,765) |
|
(294,823) |
Issue
costs amortised |
|
|
|
|
47,009 |
|
95,059 |
Add
back ZDP Premium |
|
|
|
|
232,343 |
|
323,895 |
ZDP
value (calculated in accordance with IFRS) |
|
26,006,827 |
|
25,493,555 |
The fair value of the ZDP Shares is considered to be the same as
the value calculated in accordance with IFRS.
ZDP Shares carry no entitlement to income distributions to be
made by the Company. The ZDP Shares will not pay dividends but have
a final capital entitlement at the end of their life on
31 January 2017 of 138 pence. It should be noted that the
predetermined capital entitlement of a ZDP Share is not guaranteed
and is dependent upon the Company’s gross assets being sufficient
on 31 January 2017 to meet the final
capital entitlement of ZDP Shares. If the Company had been wound up
on 30 June 2015, the ZDP Shares would
have had an entitlement of 124.87
pence each. The ZDP Shares have the right to receive notice
of and attend, but shall not have the right to vote at, any general
meeting.
Under the Articles of Incorporation, the Company is obliged to
redeem all of the ZDP Shares on 31 January
2017 (if such redemption has not already been effected).
The number of authorised ZDP Shares is 50,000,000. The number of
issued ZDP Shares is 20,763,386 (Dec
2014: 20,964,734). The non-amortisation of the ZDP Shares in
line with the Articles has the effect of increasing the NAV per
Ordinary Share by 1.50 pence.
12 SHARE CAPITAL
Authorised |
|
|
|
|
|
GBP |
Ordinary Shares of 1p each |
|
|
|
unlimited |
Issued |
|
|
|
|
|
Number
of |
|
|
|
|
|
|
Shares |
The
issue of Ordinary Shares took place as follows: |
|
|
Ordinary Shares |
|
|
|
11
Feb 1999 |
29,600,002 |
Tender
offer |
|
|
|
17
Jan 2007 |
(20,660,212) |
Purchase of treasury shares - Year ended 31 December 2011 |
|
(215,000) |
Placing
- Year ended 31 December 2013 |
|
|
6,438,339 |
Purchase of treasury shares - Year ended 31 December 2013 |
|
(1,756,000) |
Shares
sold out of Treasury - Year ended 31 December 2013 |
|
1,971,000 |
Issue
of Shares during the year |
|
|
|
2,500,205 |
Buyback
of Ordinary Shares - Year ended 31 December 2014 |
|
(2,650,000) |
Shares
sold out of Treasury - Year ended 31 December 2014 |
|
390,000 |
Number
of shares in issue at 31 December 2014 |
|
|
15,618,334 |
|
|
|
|
|
|
|
Issue
from treasury shares during the period |
|
|
- |
Buyback
of Ordinary Shares during the period |
|
|
(150,002) |
Shares
sold out of Treasury during the period |
|
|
- |
Number
of shares in issue at 30 June 2015 |
|
|
15,468,332 |
|
|
|
|
|
|
GBP |
Issued
and fully paid capital as at 30 June 2015 |
|
|
172,033 |
The Ordinary Shares (excluding treasury shares) are entitled to
participate in all dividends and distributions of the Company. On a
winding-up holders of Ordinary Shares are entitled to participate
in the distribution and the holders of Ordinary Shares are entitled
to receive notice of and attend and vote at all general meetings of
the Company.
13 TREASURY RESERVES
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
GBP |
|
GBP |
Balance
as at 1 January 2015 |
|
(6,297,145) |
|
- |
Acquired during the period/year |
|
- |
|
(6,411,998) |
Treasury shares sold during the period/year |
- |
|
1,448,433 |
Buyback
of Ordinary Shares during the period/year |
- |
|
(2,985,955) |
Cancellation of Treasury Shares during the period/year |
- |
|
1,652,375 |
Balance
as at 30 June 2015 |
|
(6,297,145) |
|
(6,297,145) |
|
|
|
|
|
|
|
|
|
|
|
30
Jun 2015 |
|
31
Dec 2014 |
|
|
|
|
No.
Shares |
|
No
Shares |
Balance
as at 1 January 2015 |
|
1,735,000 |
|
- |
Buyback
of shares during the period/year |
- |
|
2,650,000 |
Treasury shares sold during the period/year |
- |
|
(390,000) |
Cancellation of Treasury Shares during the period/year |
(16,667) |
|
(525,000) |
Balance
as at 30 June 2015 |
|
1,718,333 |
|
1,735,000 |
The Treasury Shares were purchased in the market at various
prices ranging from £2.83 to £3.06 and held by the Company in
treasury.
14 RELATED PARTIES
Premier Asset Management (Guernsey) Limited is the Company’s
Investment Manager and operates under the terms of the
management agreement in force which gives it complete control over
the Company’s investment portfolio.
£283,474 (Jun 2014: £295,371) of
costs were incurred by the Company with this related party in the
period, of which £109,126 (Dec 2014:
£136,987) was due to this related party as at 30 June 2015.
The directors’ remuneration is disclosed in Note 4.
15 SUBSEQUENT EVENTS
These Financial Statements were approved for issue by the Board
on 25 August 2015. Subsequent events
have been evaluated until this date.
On 3 August 2015 the Company
raised £713,000 through a tap issue of Ordinary Shares and ZDP
Shares at a premium to asset value.
No other significant events have occurred after the statement of
financial position date in respect of the Fund that may be deemed
relevant to the accuracy of these Financial Statements.
Directors and Advisers
Board of Directors
Helen Foster Green (Chairman)
John Nigel Ward
David John Warr
Investment Manager
Premier Asset Management (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Tel: 01483 306090
Contact: Nigel Sidebottom
Investment Adviser – Smaller Companies Portfolio
Unicorn Asset Management Limited
Preacher’s Court
The Charterhouse
Charterhouse Square
London EC1M 6AU
Tel: 0207 2530889
Contact: Simon Moon
Investment Adviser – Income Portfolio
Premier Fund Managers Limited
Eastgate Court
High Street
Guildford GU1 3DE
Tel: 01483 306090
Contact: Nigel Sidebottom
Administrator and Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited (appointed 1 April
2015)
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
JTC (Guernsey) Limited (resigned 31 March
2015)
(formerly JTC Fund Managers (Guernsey) Limited)
PO Box 156
Frances House Sir William Place St Peter
Port
Guernsey GY1 4EU
Custodian
Northern Trust (Guernsey) Limited (appointed 1 April 2015)
PO Box 71
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3DA
BNP Paribas Securities Services SCA, Guernsey Branch (formerly BNP
Paribas Trust Company (Guernsey) Limited) (resigned 31 March 2015)
BNP Paribas House
St Julian’s Avenue
St Peter Port
Guernsey GY1 3WE
Corporate Broker
Numis Securities Limited
10 Paternoster Square
London EC4M 7LT
Tel: 0207 2601000
Registrar
Anson Registrars Limited
PO Box 426
Anson House
Havilland Street
St Peter Port
Guernsey GY1 3WX
Email: registrars@anson-group.com
Company’s Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Company Details
Company Number: 34778
Ordinary Shares
ISIN: GB0004829437
Ticker: AIF
ZDP Shares
ISIN: GG00B4W1FT21
Ticker: AIFZ